ATLANTIC CITY ELECTRIC CO
U-3A-2, 1997-02-28
ELECTRIC SERVICES
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                                       Commission File No. 1-3559



                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549

                                FORM U-3A-2

                                     


              STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
               UNDER RULE U-3A-2 FROM THE PROVISIONS OF THE
                PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


                   To be filed annually prior to March 1



                      ATLANTIC CITY ELECTRIC COMPANY
                              Name of Company




Hereby files with the Securities and Exchange Commission,
pursuant to Rule 2, its statement claiming exemption as a holding
company from the provisions of the Public Utility Holding Company
Act of 1935 and submits the following information:

<PAGE>
1.       Name, State of organization, location and nature of business
         of claimant and every subsidiary thereof, other than any
         exempt wholesale generator (EWG) or foreign utility company
         in which claimant directly or indirectly holds an interest.
                                                                  
         Atlantic City Electric Company ("Claimant"), organized under
         the laws of New Jersey on April 28, 1924, has its principal
         office at 6801 Black Horse Pike, Egg Harbor Township, New
         Jersey 08234-4130.  Claimant is engaged principally in the
         business of furnishing electric service (involving
         generation, purchase, interchange, transmission and
         distribution of electric energy) to the public throughout
         the southern part of New Jersey.  It serves an area having
         an estimated population exceeding 1,000,000.  Claimant is a
         wholly-owned subsidiary of Atlantic Energy, Inc.

                 (A)  Deepwater Operating Company ("Deepwater"),
                 organized  under the laws of New Jersey on December
                 17, 1929, has its principal offices at 6801 Black
                 Horse Pike, Egg Harbor Township, New Jersey 08234-
                 4130.  Deepwater operates the Deepwater Generating
                 Station which is owned by Claimant and located in
                 Salem County, New Jersey. Deepwater is a wholly-
                 owned subsidiary of Claimant.


2.  A brief description of the properties of claimant and each
    of its subsidiary public utility companies used for the
    generation, transmission  and distribution of electric
    energy for sale, or for the production, transmission and
    distribution of natural or manufactured gas, indicating the
    location of principal generating plants, transmission lines,
    producing fields, gas manufacturing plants and electric and
    gas distribution facilities, including all such properties
    which are outside the State in which claimant and its
    subsidiaries are organized and all transmission or pipelines
    which deliver or receive electric energy or gas at the
    borders of such State.

         The principal New Jersey properties of Claimant used for the
         generation, transmission and distribution of electric energy
         for sale consist of two steam electric generating stations:

         (1)  B.L. England Generating Station, a station of 447                 
          MW capacity located in Cape May County.
         (2)  Deepwater Generating Station, a 239 MW capacity                
          station located in Salem County and

    Seven combustion turbine stations:

         (1)  Missouri Ave. Station, a 60 MW capacity station                
          located in Atlantic County.
    (2)  Middle Station, a 77 MW capacity station located        
          in Cape May County.
         (3,4,5) Carlls Corner Station (73 MW), Cumberland                      
          Station (84 MW), and Sherman Ave.Station (81 MW),       
          all located in Cumberland County.
         (6)  Mickleton Station, a 59 MW capacity station             
          located in Gloucester County.
         (7)  Cedar Station, a 68 MW capacity station located in
              Ocean County.

         The Claimant also owns and maintains forty-four             
transmission, has an interest in one transmission and owns and
maintains fifty-nine distribution substations as well as 10,184
transmission or distribution tower, pole, and underground miles
located throughout its service territory which includes all of
Atlantic, Cape May,Cumberland, and Salem Counties and portions of 
Burlington, Camden, Gloucester, and Ocean Counties.

    In addition to the New Jersey properties, Claimant owns          or   
     has ownership interests in the following:

         (1) A generating station of 1,700 MW capacity (Keystone
             Generating Station), located in Armstrong County,
             Pennsylvania, of which Claimant owns a 2.47% undivided
             interest as tenant in common with the following:

                 Baltimore Gas and Electric Company
                 Delmarva Power and Light Company
                 Jersey Central Power and Light Company
                 Pennsylvania Power and Light Company
                 Philadelphia Electric Company (Now PECO Energy      
              Company)
                 Public Service Electric and Gas Company

             

         (2) A generating station of 1,700 MW capacity (Conemaugh
             Steam Electric Station), located in Indiana County,
             Pennsylvania, of which Claimant owns a 3.83% undivided
             interest as tenant in common with the following:

                 Baltimore Gas and Electric Company
                 Delmarva Power and Light Company
                 Metropolitan Edison Company
                 Pennsylvania Power and Light Company
                 Philadelphia Electric Company (Now PECO Energy      
              Company)
                 Potomac Electric Power Company
                 Public Service Electric and Gas Company
                 The United Gas Improvement Company

             
         (3) An extra-high-voltage transmission line (Conemaugh-
             Conastone), of which Claimant owns an 8% undivided
             interest as tenant in common of that portion of the
             line traversing through 10 counties of Pennsylvania
             with the following:

                 Baltimore Gas and Electric Company
                 Delmarva Power and Light Company
                 Metropolitan Edison Company
                 Pennsylvania Power and Light Company
                 Philadelphia Electric Company (Now PECO Energy      
              Company)
                 Potomac Electric Power Company
                 Public Service Electric and Gas Company
                 The United Gas Improvement Company

         (4) A nuclear generating station of 2,126 MW capacity
             (Peach Bottom Atomic Power Station), located in York
             County, Pennsylvania, of which Claimant owns a 7.51%
             undivided interest as tenant in common with the
             following:

                 Delmarva Power and Light Company
                 Philadelphia Electric Company (Now PECO Energy      
              Company)
                 Public Service Electric and Gas Company

             
         (5) A nuclear generating station of 2,212 MW capacity
             (Salem Nuclear Generating Station), located in Salem
             County, New Jersey, of which Claimant owns a 7.41%
             undivided interest as tenant in common with the
             following:

                 Delmarva Power and Light Company
                 Philadelphia Electric Company (Now PECO Energy      
              Company)
                 Public Service Electric and Gas Company

             
         (6) A nuclear generating station of 1,031 MW capacity (Hope
             Creek Nuclear Generating Station), located in Salem
             County, New Jersey, of which Claimant owns a 5%
             undivided interest as tenant in common with Public
             Service Electric and Gas Company.

             
         (7) Claimant owns a transmission line extending from Mantua
             Creek to the New Jersey-Pennsylvania border at the
             Delaware River, a distance of 9.7 miles, by means of
             which electric energy and capacity is interchanged (not
             sold or purchased) at the border of said states under
             an interconnection agreement between Claimant,
             Philadelphia Electric Company, now PECO Energy Company
             and Public Service Electric and Gas Company. Claimant
             owns as tenants in common a transmission line and
             switching station extending from Hope Creek Nuclear
             Generating Station to the New Jersey-Delaware border, a
             distance of 13 miles, by means of which electric energy
             and capacity is interchanged (not sold or purchased)
             under a transmission system agreement between Delmarva
             Power and Light Company, Jersey Central Power and Light
             Company, Philadelphia Electric Company, Public Service
             Electric and Gas Company and Claimant.


          Deepwater 

              Deepwater, a wholly-owned subsidiary of Claimant, owns  
              no utility plant. It operates generating units owned by 
              Claimant.

3.  The following information for the last calendar year with
    respect to claimant and each of its subsidiary public
    utility companies:

                               FOR YEAR 1996

         (A) Number of kwh. of electric energy sold (at retail or
             wholesale), and Mcf. of natural or manufactured gas
             distributed at retail.

                     Claimant -  10,164,520,000 kwh.
                     Deepwater - None

         (B) Number of kwh. of electric energy and Mcf. of natural
             or manufactured gas distributed at retail outside the
             State in which each such company is organized.

                     Claimant - None
                     Deepwater - None

         (C) Number of kwh. of electric energy and Mcf. of natural
             or manufactured gas sold at wholesale outside the State
             in which each such company is organized, or at the
             State line.

                     Claimant - 209,236,000 kwh. (a)
                     Deepwater - None

                  (a) kwh excludes 602,231,000 kwh sold to power
                     brokers, ultimate destination unknown.
       
         (D) Number of kwh. of electric energy and Mcf. of natural
             or manufactured gas purchased outside the State in
             which each such company is organized, or at the State
             line.

                     Claimant -  1,760,344,000kwh. 
                     Deepwater - None
                  
                     (b)kwh excludes 1,358,425,000 kwh purchased
                     from power rokers, original sources not
                     determinable.

        In 1996 Claimant received 600,751,000 interchanged energy    
     and delivered 1,006,516,000 kwh. of interchanged energy      
     pursuant to arrangements mentioned above.

        In 1996, Deepwater, as operator of the Deepwater Generating  
     Station at Deepwater, New Jersey, delivered to Claimant, the 
     owner of that station, 506,533,000 kwh. of electric energy.  
     


4.  The following information for the reporting period with
    respect to claimant and each interest it holds directly or
    indirectly in an EWG or a foreign utility company, stating
    monetary amounts in United States dollars:

         Claimant holds no interest, either directly or indirectly,
         in an EWG or a foreign utility company.


         (A) Name, location, business address and description of the
             facilities used by the EWG or foreign utility company
             for the generation, transmission and distribution of
             electric energy for sale or for the distribution at
             retail of natural or manufactured gas.

                     Non-applicable.

         (B) Name of each system company that holds an interest in
             such EWG or foreign utility company; and description of
             the interest held.

                     Non-applicable.

         (C) Type and amount of capital invested, directly or
             indirectly, by the holding company claiming exemption;
             any direct or indirect guarantee of the security of the
             EWG or foreign utility company by the holding company
             claiming exemption; and any debt or other financial
             obligation for which there is recourse, directly or
             indirectly, to the holding company claiming exemption
             or another system company, other than the EWG or
             foreign utility company.

                     Non-applicable.

         (D) Capitalization and earnings of the EWG or foreign
             utility company during the reporting period.

                     Non-applicable.

         (E) Identify any service, sales or construction contract(s)
             between the EWG or foreign utility company and a system
             company, and describe the services to be rendered or
             goods sold and fees or revenues under such
             agreement(s).

                     Non-applicable.


                                 EXHIBIT A

         A consolidating statement of income and surplus of the
         claimant and its subsidiary companies for the last calendar
         year, together with a consolidating balance sheet of
         claimant and its subsidiary companies as of the close of
         such calendar year.

         A consolidating statement of income and retained earnings of
         the Claimant and its subsidiary companies for the last
         calendar year, together with a consolidating balance sheet
         of Claimant and its subsidiary companies as of the close of
         December 31, 1996 are attached hereto and made a part
         hereof.


                                 EXHIBIT B

         If, at the time a report on this form is filed, the
         registrant is required to submit this report and any
         amendments thereto electronically via EDGAR, the registrant
         shall furnish a Financial Data Schedule. The schedule shall
         set forth the financial and other data specified below that
         are applicable to the registrant on a consolidated basis.


                 Item No.            Caption Heading
                                     (thousands of dollars)
                    1                Total Assets
                                     2,460,741   
                    2                Total Operating Revenues
                                     982,492
                    4                Net Income
                                     75,017

     

                                 EXHIBIT C

         An organizational chart showing the relationship of each EWG
         or foreign utility company to associate companies in the
         holding-company system.

                     Non-applicable.


         The above-named Claimant has caused this statement to be
         duly executed on its behalf by its authorized officer on
         this 28th day of February, 1997.

                             ATLANTIC CITY ELECTRIC COMPANY



                             By:/s/ J.E. Franklin, II
                                     J. E. Franklin, II
                             Senior Vice President,Secretary
                             & General Counsel


CORPORATE SEAL

ATTEST:

/s/ Alfred J. Vola
    Alfred J. Vola

Name, title and address of officer to whom notices and
correspondence concerning this statement should be addressed:

             J. E. Franklin, II
             Senior Vice President,Secretary & General Counsel
             Atlantic City Electric Company
             6801 Black Horse Pike
             Egg Harbor Township, New Jersey 08234-4130

200u1.wpd 

         Atlantic City Electric Company and Subsidiary  EXHIBIT A
                     Consolidating Statement of Income
                             December 31, 1996
                          (thousands of dollars)
                                                       Atlantic
                                                         City 
                                                       Electric   
                                                       Company  

Operating Revenues-Electric                          $   982,492

Operating Expenses:
 Energy                                                  223,091  
 Purchased Capacity                                      195,699
 Operations                                              156,891
 Maintenance                                              44,462
 Depreciation and Amortization                            80,845
 State Excise Taxes                                      104,815
 Federal Income Taxes                                     32,272  
 Other Taxes                                               9,888
 Reimbursed Expenses*                                       -   
Total Operating Expenses                                 847,963
Total Operating Income and Expense                       134,529 

Other Income:
 AFDC Equity Funds                                           879 
 Miscellaneous Income-Net                                  4,952
Total Other Income                                         5,831 

Income Before Interest Charges                           140,360

Interest Charges:
 Interest on Long Term Debt                               61,501
 Other Interest Expense                                    4,818
Total Interest Charges                                    66,319
Allowance for Borrowed Funds 
 Used During Construction                                   (976)
Net Interest Charges                                      65,343
Less Cumulative Quarterly Income
 Preferred Securities Dividends                             -   
Net Income                                           $    75,017



*  The net production costs of Deepwater Operating Company are
charged to the Company.  These costs are included in the
Company's income accounts and classified as appropriate.  
 


                                Page 1 of 5<PAGE>
            
   Atlantic City Electric Company and Subsidiary
                     Consolidating Statement of Income
                             December 31, 1996
                          (thousands of dollars)
                                            
                                                       Deepwater
                                                       Operating  
                                                        Company 

Operating Revenues-Electric                          $      -   

Operating Expenses:
 Energy                                                   52,334  
 Purchased Capacity                                         -   
 Operations                                               17,327
 Maintenance                                               9,770
 Depreciation and Amortization                              -   
 State Excise Taxes                                         -   
 Federal Income Taxes                                       -     
 Other Taxes                                               3,677
 Other                                                     1,155
 Reimbursed Expenses*                                    (84,263)
Total Operating Expenses                                    -   
Total Operating Income and Expense                          -    

Other Income:
 AFDC Equity Funds                                          -    
 Miscellaneous Income-Net                                   -   
Total Other Income                                          -    

Income Before Interest Charges                              -   

Interest Charges:
 Interest on Long Term Debt                                 -   
 Other Interest Expense                                     -   
Total Interest Charges                                      -   
Allowance for Borrowed Funds
 Used During Construction                                   -    
Net Interest Charges                                        -   

Less Cumumulative Quarterly Income
Preferred Securities Dividends                              -    
Net Income                                           $      -   















                                Page 2 of 5

               Atlantic City Electric Company and Subsidiary
                     Consolidating Statement of Income
                             December 31, 1996
                          (thousands of dollars)
                                            
                                                       
                                                       Atlantic   
                                                       Capital 1

Operating Revenues-Electric                          $      -   

Operating Expenses:
 Energy                                                     - 
Purchased Capacity                                          -   
 Operations                                                 -
 Maintenance                                                -
 Depreciation and Amortization                              -   
 State Excise Taxes                                         -   
 Federal Income Taxes                                       -     
 Other Taxes                                                -
 Other                                                      -
 Reimbursed Expenses*                                       -     
Total Operating Expenses                                    -   
Total Operating Income and Expense                          -    

Other Income:
 AFDC Equity Funds                                          -    
 Miscellaneous Income-Net                                  1,472
Total Other Income                                          -    

Income Before Interest Charges                             1,472

Interest Charges:
 Interest on Long Term Debt                                 -   
 Other Interest Expense                                     -   
Total Interest Charges                                      -   
Allowance for Borrowed Funds
 Used During Construction                                   -    
Net Interest Charges                                        -   

Less Cumumulative Quarterly Income
Preferred Securities Dividends                             1,472
 
Net Income                                           $      -   













                                Page 3 of 5


               Atlantic City Electric Company and Subsidiary
                     Consolidating Statement of Income
                             December 31, 1996
                          (thousands of dollars)
                                            
                                                                  
                                                      Elimination 
                                                       & Reclass  
                                                        Entries
                                                        (Debit)
                                                        Credit  

Operating Revenues-Electric                          $      -   

Operating Expenses:
 Energy                                                  (52,334) 
 Purchased Capacity                                         -   
 Operations                                              (17,327)
 Maintenance                                              (9,770)
 Depreciation and Amortization                              -   
 State Excise Taxes                                         -   
 Federal Income Taxes                                       -     
 Other Taxes                                              (3,677)
 Other                                                    (1,155)
 Reimbursed Expenses*                                     84,263
Total Operating Expenses                                    -   
Total Operating Income and Expense                          -    

Other Income:
 AFDC Equity Funds                                          -    
 Miscellaneous Income-Net                                 (1,516)
Total Other Income                                          -    

Income Before Interest Charges                              -   

Interest Charges:
 Interest on Long Term Debt                                1,472
 Other Interest Expense                                     -    
Total Interest Charges                                     1,472
Allowance for Borrowed Funds
 Used During Construction                                   -    
Net Interest Charges                                        -   

Less Cumumulative Quarterly Income
Preferred Securities Dividends                                44 

Net Income                                           $      -   











                                Page 4 of 5

               Atlantic City Electric Company and Subsidiary
                     Consolidating Statement of Income
                             December 31, 1996
                          (thousands of dollars)
                                                       Atlantic
                                                        City 
                                                       Electric   
                                                       Company  

Operating Revenues-Electric                          $   982,492

Operating Expenses:
 Energy                                                  223,091  
 Purchased Capacity                                      195,699
 Operations                                              156,891
 Maintenance                                              44,462
 Depreciation and Amortization                            80,845
 State Excise Taxes                                      104,815
 Federal Income Taxes                                     32,272  
 Other Taxes                                               9,888
 Reimbursed Expenses*                                       -   
Total Operating Expenses                                 847,963
Total Operating Income and Expense                       134,529 

Other Income:
 AFDC Equity Funds                                           879 
 Miscellaneous Income-Net                                  4,908
Total Other Income                                         5,787 

Income Before Interest Charges                           140,316

Interest Charges:
 Interest on Long Term Debt                               60,029
 Other Interest Expense                                    4,818
Total Interest Charges                                    64,847
Allowance for Borrowed Funds 
 Used During Construction                                   (976)
Net Interest Charges                                      63,871
Less Cumulative Quarterly Income
 Preferred Securities Dividends                            1,428 

Net Income                                           $    75,017




 


                                Page 5 of 5<PAGE>
           
   Atlantic City Electric Company and Subsidiary
                       Consolidating Balance Sheet
                            December 31, 1996
                         (thousands of dollars)


                                                       Atlantic
                                                         City
                                                       Electric
                                                       Company 
ASSETS
 Electric Utility Plant:                           
  In Service                                         $2,508,220
  Less Accumulated Depreciation                        (871,531) 
  Net                                                 1,636,689
  Construction Work in Progress                         117,188
  Land Held for Future Use                                5,604
  Leased Property-Net                                    39,914 
 Electric Utility Plant-Net                           1,799,395 

  Investment in Subsidiary Company                        9,617
  Investment in Trust                                     2,165
  Nuclear Decommissioning Trust Fund                     71,120
  Nonutility Property                                     7,588
  Other Investments and Funds                             2,162
Total Nonutility Property and
  Investments                                            92,652 

Current Assets:
  Cash and Temporary Investments                          7,920 
  Accounts Receivable:
    Utility Service                                      64,432
    Miscellaneous                                        19,717 
    Allowance for Doubtful Accounts                      (3,500)
  Accounts Receivable-Associated Companies                4,020  
  Unbilled Revenues                                      33,315
  Fuel (at average cost)                                 29,603
  Materials and Supplies (at average cost)               15,257
  Working Funds                                          15,505
  Deferred Income Taxes                                   8,545
  Deferred Energy Costs                                  33,529
  Prepaid Excise Tax                                      7,125
  Other Prepayments                                       8,545

Total Current Assets                                    244,013 

Deferred Debits:
   Unrecovered Purchased Power Costs                     83,400  
   Recoverable Federal Income Taxes                      85,858
   Unrecovered State Excise Taxes                        54,714
   Unamortized Debt Costs                                43,579
   Other Regulatory Assets                               55,882
   Other                                                 12,950 
Total Deferred Debits                                   336,383  

Total Assets                                         $2,472,443   


                               Page 1 of 10<PAGE>
           
   Atlantic City Electric Company and Subsidiary
                       Consolidating Balance Sheet
                            December 31, 1996
                         (thousands of dollars)


                                                       Atlantic 
                                                         City   
                                                       Electric 
                                                       Company 
LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Shareholder's Equity:
    Common Stock                                     $   54,963
    Premium on Capital Stock                            231,081
    Contributed Capital                                 262,519
    Capital Stock Expense                                (1,645)
    Retained Earnings                                   234,948
    Total Shareholder's Equity:                         781,866 
  Preferred Securities:
     Not Subject to Mandatory Redemption                 30,000
     Subject to Mandatory Redemption                     43,950
     Cumulative Quarterly Income 
      Preferred Securities                                 -   
  Long Term Debt                                        874,410 
Total Capitalization (Excluding Current Portion)      1,730,226 

Current Liabilities:
  Preferred Stock Redemption Requirement                 10,000
  Capital Lease Obligations - Current                       702
  Long Term Debt - Current                                  175 
  Short Term Debt                                        64,950
  Accounts Payable                                       62,739 
  Advances - Associated Companies                          -      
  Accounts Payable - Associated Companies                  -   
  Taxes Accrued                                           7,341 
  Interest Accrued                                       19,618
  Dividends Declared                                     21,701
  Deferred Income Taxes                                  11,735
  Provision for Rate Refunds                             13,000
  Other                                                  29,826
Total Current Liabilities                               241,787 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                 357,581   
  Deferred Income Tax Credits                            46,577
  Capital Lease Obligations                              39,212
  Other                                                  57,060
Total Deferred Credits and Other Liabilities            500,430

Total Liabilities and Capitalization                 $2,472,443 







                               Page 2 of 10<PAGE>
            
   Atlantic City Electric Company and Subsidiary
                        Consolidating Balance Sheet
                             December 31, 1996
                          (thousands of dollars)

                                                     Deepwater
                                                     Operating
                                                      Company 
ASSETS
 Electric Utility Plant:                           
  In Service                                         $     -   
  Less Accumulated Depreciation                            -    
  Net                                                      -   
  Construction Work in Progress                            -   
  Land Held for Future Use                                 -   
  Leased Property-Net                                      -    
 Electric Utility Plant-Net                                -    

  Investment in Subsidiary Company                         -   
  Investment in Trust                                      -
  Nuclear Decommissioning Trust Fund                       -   
  Nonutility Property                                      -   
  Other Investments and Funds                              -   
Total Nonutility Property and
  Investments                                              -    

Current Assets:
  Cash and Temporary Investments                              7 
  Accounts Receivable:
    Utility Service                                        -   
    Miscellaneous                                           210 
    Allowance for Doubtful Accounts                        -    
  Accounts Receivable-Associated Companies                4,632  
  Unbilled Revenues                                        -   
  Fuel (at average cost)                                   -   
  Materials and Supplies (at average cost)                8,558
  Working Funds                                              11
  Deferred Income Taxes                                    -   
  Deferred Energy Costs                                    -   
  Prepaid Excise Tax                                       -
  Other Prepayments                                       1,545

Total Current Assets                                     14,963 

Deferred Debits:
   Unrecovered Purchased Power Costs                       -     
   Recoverable Federal Income Taxes                        -   
   Unrecovered State Excise Taxes                          -   
   Unamortized Debt Costs                                  -   
   Other Regulatory Assets                                3,693  
   Other                                                   (251) 
Total Deferred Debits                                     3,442  

Total Assets                                         $   18,405   


                               Page 3 of 10 <PAGE>
           
   Atlantic City Electric Company and Subsidiary
                       Consolidating Balance Sheet
                            December 31, 1996
                         (thousands of dollars)

                                                      Deepwater
                                                      Operating
                                                       Company 
                                                      
LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Shareholder's Equity:
    Common Stock                                     $        1
    Premium on Capital Stock                               -   
    Contributed Capital                                    -   
    Capital Stock Expense                                  -    
    Retained Earnings                                      -   
    Total Common Shareholder's Equity                         1 
  Preferred Securities:
     Not Subject to Mandatory Redemption                   -   
     Subject to Mandatory Redemption                       -   
     Cumulative Quarterly Income
      Preferred Securities                                 -  
  Long Term Debt                                                
Total Capitalization (Excluding Current Portion)              1 

Current Liabilities:
  Preferred Stock Redemption Requirement                   -   
  Capital Lease Obligations - Current                      -   
  Long Term Debt - Current                                 - 
  Short Term Debt                                          -   
  Accounts Payable                                          905  
  Advances-Associated Companies                           9,617   
  Accounts Payable-Associated Companies                   2,296  
  Taxes Accrued                                             154  
  Interest Accrued                                         -   
  Dividends Declared                                       -   
  Deferred Income Taxes                                    -   
  Provision for Rate Refunds                               -   
  Other                                                   4,594
Total Current Liabilities                                17,566 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                    -   
  Deferred Income Tax Credits                              -   
  Capital Lease Obligations                                -   
  Other                                                     838
Total Deferred Credits and Other Liabilities                838

Total Liabilities and Capitalization                 $   18,405 







                               Page 4 of 10



               Atlantic City Electric Company and Subsidiary
                        Consolidating Balance Sheet
                             December 31, 1996
                          (thousands of dollars)


                                                      Atlantic
                                                      Capital 1
ASSETS
 Electric Utility Plant:                           
  In Service                                         $     -   
  Less Accumulated Depreciation                            -    
  Net                                                      -   
  Construction Work in Progress                            -   
  Land Held for Future Use                                 -   
  Leased Property-Net                                      -    
 Electric Utility Plant-Net                                -    

  Investment in Subsidiary Company                         -   
  Investment in Trust                                      -
  Nuclear Decommissioning Trust Fund                       -   
  Nonutility Property                                      -   
  Other Investments and Funds                              -   
Total Nonutility Property and
  Investments                                              -    

Current Assets:
  Cash and Temporary Investments                           -    
  Accounts Receivable:
    Utility Service                                        -   
    Miscellaneous                                          -  
    Allowance for Doubtful Accounts                        -    
  Accounts Receivable-Associated Companies               72,165  
  Unbilled Revenues                                        -   
  Fuel (at average cost)                                   -   
  Materials and Supplies (at average cost)                 -   
  Working Funds                                            -   
  Deferred Income Taxes                                    -   
  Deferred Energy Costs                                    -   
  Prepaid Excise Tax                                       -
  Other Prepayments                                        -   

Total Current Assets                                     72,165 

Deferred Debits:
   Unrecovered Purchased Power Costs                       -     
   Recoverable Federal Income Taxes                        -   
   Unrecovered State Excise Taxes                          -   
   Unamortized Debt Costs                                  -   
   Other Regulatory Assets                                 -   
   Other                                                   -     
Total Deferred Debits                                      -     

Total Assets                                         $   72,165   


                               Page 5 of 10 <PAGE>
           
   Atlantic City Electric Company and Subsidiary
                       Consolidating Balance Sheet
                            December 31, 1996
                         (thousands of dollars)


                                                      Atlantic 
                                                      Capital 1 
LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Shareholder's Equity:
    Common Stock                                     $    2,165
    Premium on Capital Stock                               -   
    Contributed Capital                                    -   
    Capital Stock Expense                                  -    
    Retained Earnings                                      -   
    Total Common Shareholder's Equity                     2,165 
  Preferred Securities:
     Not Subject to Mandatory Redemption                   -   
     Subject to Mandatory Redemption                       -   
     Cumulative Quarterly Income
      Preferred Securities                                 -  
  Long Term Debt                                         70,000 
Total Capitalization (Excluding Current Portion)         72,165 

Current Liabilities:
  Preferred Stock Redemption Requirement                   -   
  Capital Lease Obligations - Current                      -   
  Long Term Debt - Current                                 - 
  Short Term Debt                                          -   
  Accounts Payable                                         -    
  Advances-Associated Companies                            -   
  Accounts Payable-Associated Companies                    -    
  Taxes Accrued                                            -    
  Interest Accrued                                         -   
  Dividends Declared                                       -   
  Deferred Income Taxes                                    -   
  Provision for Rate Refunds                               -   
  Other                                                    -   
Total Current Liabilities                                  -    

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                    -   
  Deferred Income Tax Credits                              -   
  Capital Lease Obligations                                -   
  Other                                                    -   
Total Deferred Credits and Other Liabilities               -   

Total Liabilities and Capitalization                 $   72,165 







                               Page 6 of 10<PAGE>
            
   Atlantic City Electric Company and Subsidiary
                        Consolidating Balance Sheet
                             December 31, 1996
                          (thousands of dollars)


                                                    Elimination
                                                     & Reclass
                                                      Entries 
                                                       Debit
                                                     (Credit)  
ASSETS
 Electric Utility Plant:                           
  In Service                                       $       -   
  Less Accumulated Depreciation                            -    
  Net                                                      -   
  Construction Work in Progress                            -   
  Land Held for Future Use                                 -   
  Leased Property-Net                                      -    
 Electric Utility Plant-Net                                -    

  Investment in Subsidiary Company                      (9,617) 
  Investment in Trust                                   (2,165)
  Nuclear Decommissioning Trust Fund                       -   
  Nonutility Property                                      -   
  Other Investments and Funds                              -   
Total Nonutility Property and
  Investments                                          (11,782) 

Current Assets:
  Cash and Temporary Investments                           -    
  Accounts Receivable:
    Utility Service                                        -   
    Miscellaneous                                          -    
    Allowance for Doubtful Accounts                        -    
  Accounts Receivable-Associated Companies             (72,165) 
  Unbilled Revenues                                        -   
  Fuel (at average cost)                                   -   
  Materials and Supplies (at average cost)                 -   
  Working Funds                                            -   
  Deferred Income Taxes                                 (8,545)
  Deferred Energy Costs                                    -   
  Prepaid Excise Tax                                       -
  Other Prepayments                                            

Total Current Assets                                   (87,639) 

Deferred Debits:
   Unrecovered Purchased Power Costs                       -     
   Recoverable Federal Income Taxes                        -   
   Unrecovered State Excise Taxes                          -   
   Unamortized Debt Costs                                  -   
   Other Regulatory Assets                                 -   
   Other                                                (2,851) 
Total Deferred Debits                                   (2,851)  

Total Assets                                       $  (102,272)   

                               Page 7 of 10<PAGE>
           
   Atlantic City Electric Company and Subsidiary
                       Consolidating Balance Sheet
                            December 31, 1996
                         (thousands of dollars)


                                                    Elimination
                                                     & Reclass
                                                      Entries 
                                                       Debit
                                                     (Credit)     
  LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Shareholder's Equity:
    Common Stock                                     $  2,166
    Premium on Capital Stock                             -   
    Contributed Capital                                 2,851
    Capital Stock Expense                                -    
    Retained Earnings                                    -    
    Total Common Shareholder's Equity                   5,017 
  Preferred Securities:  
     Not Subject to Mandatory Redemption                 -   
     Subject to Mandatory Redemption                     -   
     Cumulative Quarterly Income
      Preferred Securities                               -
  Long Term Debt                                       72,165  
Total Capitalization (Excluding Current Portion)       77,182 

Current Liabilities:
  Preferred Stock Redemption Requirement                  -   
  Capital Lease Obligations - Current                     -   
  Long  Term Debt - Current                               -
  Short Term Debt                                         -   
  Accounts Payable                                        -    
  Advances-Associated Companies                         9,617 
  Accounts Payable-Associated Companies                 6,928
  Taxes Accrued                                           -    
  Interest Accrued                                        -   
  Dividends Declared                                      -   
  Deferred Income Taxes                                 8,545 
  Provision for Rate Refunds                              -   
  Other                                                   -   
Total Current Liabilities                              25,090 
Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                   -   
  Deferred Income Tax Credits                             -   
  Capital Lease Obligations                               -   
  Other                                                   -   
Total Deferred Credits and Other Liabilities              -   

Total Liabilities and Capitalization                 $102,272 






                               Page 8 of 10<PAGE>
            
   Atlantic City Electric Company and Subsidiary
                        Consolidating Balance Sheet
                             December 31, 1996
                          (thousands of dollars)


                                                       Atlantic
                                                         City
                                                       Electric
                                                       Company 
                                                     Consolidated
ASSETS
 Electric Utility Plant:                           
  In Service                                         $2,508,220
  Less Accumulated Depreciation                        (871,531) 
  Net                                                 1,636,689   
  Construction Work in Progress                         117,188
  Land Held for Future Use                                5,604
  Leased Property-Net                                    39,914 
 Electric Utility Plant-Net                           1,799,395

  Investment in Subsidiary Company                         -   
  Investment in Trust                                      -
  Nuclear Decommissioning Trust Fund                     71,120
  Nonutility Property                                     7,588
  Other Investments and Funds                             2,162
Total Nonutility Property and
  Investments                                            80,870 

Current Assets:
  Cash and Temporary Investments                          7,927 
  Accounts Receivable:
    Utility Service                                      64,432
    Miscellaneous                                        19,927 
    Allowance for Doubtful Accounts                      (3,500)
  Accounts Receivable-Associated Companies                1,723  
  Unbilled Revenues                                      33,315
  Fuel (at average cost)                                 29,603
  Materials and Supplies (at average cost)               23,815
  Working Funds                                          15,517
  Deferred Income Taxes                                    -
  Deferred Energy Costs                                  33,529
  Prepaid Excise Tax                                      7,125
  Other Prepayments                                      10,089

Total Current Assets                                    243,502 

Deferred Debits:
   Unrecovered Purchased Power Costs                     83,400  
   Recoverable Federal Income Taxes                      85,858
   Unrecovered State Excise Taxes                        54,714
   Unamortized Debt Costs                                43,579
   Other Regulatory Assets                               59,575
   Other                                                  9,848 
Total Deferred Debits                                   336,974  

Total Assets                                         $2,460,741   

                               Page 9 of 10<PAGE>
          
    Atlantic City Electric Company and Subsidiary
                       Consolidating Balance Sheet
                            December 31, 1996
                         (thousands of dollars)


                                                       Atlantic 
                                                         City   
                                                       Electric 
                                                       Company 
                                                     Consolidated

LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Shareholder's Equity:
    Common Stock                                     $   54,963
    Premium on Capital Stock                            231,081
    Contributed Capital                                 259,668
    Capital Stock Expense                                (1,645)
    Retained Earnings                                   234,948
    Total Common Shareholder's Equity                   779,015 
  Preferred Stock:  
     Not Subject to Mandatory Redemption                 30,000
     Subject to Mandatory Redemption                     43,950
     Cumulative Quarterly Income 
      Preferred Securities                               70,000
  Long Term Debt                                        802,245 
Total Capitalization (Excluding Current Portion)      1,725,210 

Current Liabilities:
  Preferred Stock Redemption Requirement                 10,000
  Capital Lease Obligations - Current                       702
  Long Term Debt - Current                                  175   
  Short Term Debt                                        64,950
  Accounts Payable                                       63,644 
  Advances-Associated Companies                            -
  Accounts Payable-Associated Companies                   7,398 
  Taxes Accrued                                           7,494 
  Interest Accrued                                       19,619
  Dividends Declared                                     21,701
  Deferred Income Taxes                                   3,190  
  Provision for Rate Refunds                             13,000
  Other                                                  22,390
Total Current Liabilities                               234,263 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                 357,581
  Deferred Income Tax Credits                            46,577
  Capital Lease Obligations                              39,212
  Other                                                  57,898
Total Deferred Credits and Other Liabilities            501,268

Total Liabilities and Capitalization                 $2,460,741 





                               Page 10 of 10

<TABLE> <S> <C>

<ARTICLE> OPUR3
<CIK> 0000008192
<NAME> ATLANTIC CITY ELECTRIC COMPANY
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                                 244,013
<TOTAL-OPERATING-REVENUES>                     982,492
<NET-INCOME>                                    75,017
        

</TABLE>


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